Convert LLC to C-Corp: Marketer Delaware (2026) | Lovie

As your marketing consultancy grows in Delaware, converting your LLC to a C-Corp might become a strategic necessity by 2026. This guide provides a roadmap for Delaware marketers considering this transition, covering key considerations and steps. Check out our guide on C-Corp formation in Delaware for step-by-step instructions. Lovie can automate much of this process, ensuring compliance and freeing you to focus on clients.

When to Convert

• Seeking Venture Capital: VC firms almost exclusively invest in C-Corps due to their established equity structure and familiarity. If you plan to raise capital, converting is essential.
• Planning Significant Expansion: C-Corps are better suited for large-scale operations and multiple rounds of funding, providing a more scalable structure for a growing marketing agency.
• Offering Stock Options to Employees: C-Corps can issue stock options, attracting and retaining top marketing talent. This is difficult for LLCs due to complex ownership structures.
• Desire for Lower Self-Employment Tax: While C-Corps face double taxation, they can reduce self-employment tax for owner-employees through salary payments.
• Complex Ad Spend Accounting: C-Corps offer clearer structures for managing and accounting for large ad spend budgets, especially important when scaling marketing campaigns for multiple clients.

Conversion Steps

1. Assess Your Current Structure: Evaluate your LLC's assets, liabilities, contracts, and operational structure to understand the impact of conversion. Review your Delaware LLC agreement.
2. Develop a Conversion Plan: Outline the steps, timeline, and resource allocation for the conversion. Include a detailed plan for transferring assets and liabilities to the new C-Corp.
3. Approve Conversion with LLC Members: Obtain formal approval from all LLC members according to your operating agreement. Document the approval in meeting minutes.
4. File Certificate of Incorporation in Delaware: File the Certificate of Incorporation with the Delaware Division of Corporations. Pay the filing fee, which is $89 as of 2024 but may change by 2026.
5. Obtain an EIN from the IRS: Apply for a new Employer Identification Number (EIN) for your C-Corp from the IRS. This is required for tax purposes.
6. Transfer Assets and Liabilities: Officially transfer all assets, liabilities, contracts, and accounts to the newly formed C-Corp. Update bank accounts and notify clients.
7. Dissolve the LLC (Optional): Officially dissolve your Delaware LLC by filing the appropriate paperwork with the Delaware Division of Corporations. This step depends on your specific circumstances and legal advice.

Start your formation with Lovie — $499 one-time, state filing fee included.